Bad Meets Evil
by MadienOfTheMoonlight17
Summary: Rewrite of 'Ben 10 Returns' basically the same plot, but with a few signature twists. Includes my two Ocs Vera and Scarlet. Eventual Gwevin & Bera
1. 5 Years Later

**Maiden- This is basically a rewrite of 'Ben 10 Returns' during Alien Force. It's basically the same, except for the inclusion of my two Ocs, Vera Amber Lakota and Scarlet Lafayette Kimana. You'll meet Vera first and Scarlet will come in later chapters. **

Ben 10; Alien Force

Bad Meets Evil

The last few seconds of the game still played through in fifteen year old Ben Tennyson's head. He grinned from ear to ear as he looked down at the glinting V.I.P medallion that hung around his neck. He was the best goalie Bellwood High had seen in years. His smile didn't fade as he adorned his bike helmet and pedaled the two mile journey to his grandfather's old trailer park. So much had changed since that faithful summer five years ago. Ben had matured a little, has a good reputation in school, and wasn't the blunt end of Cash and JT's bullying anymore. But he'd yet to find a real friend. Of course he still had his cousin Gwen, but he rarely saw her anymore. She transferred to Bellwood's prep school when she started high school. She was still the gifted genius she'd always been, although she wasn't as obnoxious. Ben muddled through more old memories as he got off the bike and leaned it against the side of the old Rust Bucket.

"Grandpa Max!" Ben called while rasping his knuckles against the door. When he got no answer, he started to worry. From the looks of the old R.V, they're had been a struggle. After grabbing the hide-a-key from the rock near the front tire, he entered his once home. Saying the place was a mess would've been an understatement.

The brunette felt a bad omen pass through him and instantly launched himself to the left, just in time to dodge a strange octopus headed creature. It slammed into one of the supporting walls. Ben recognizes it's an alien and slams his right hand down on his left wrist, realizing a little too late that he no longer sports the Omnitrix. The creature stands and continues to attack, but Ben is able to dodge, hitting it over the head with an iron skillet. He's able to slip away long enough to grab the fire extinguisher and flood the thing in foam, forcing it to escape by crashing through the windshield.

"What was that thing?" Ben asked himself, throwing the fire extinguisher off to the side. He then flips a few switches on the RV's dash board, causing a secret compartment to flip open. Ben grabbed the holoviewer and pressed the button on the side. A pre-recorded video of Grandpa Max started to play.

"Ben, I knew you'd find this sooner or later. I'm in a bit of a situation, but it's nothing I can't handle so don't worry. They'res been reports of renewed alien activity on earth so I'm off investigating. Oh, don't worry about the Omnitrix. I have it and it's completely safe. Say hi to your cousin Gwen for me. I love you, Max out."

"You have the Omnitrix?" Ben questioned, quickly pocketing the device and taking off on his bike.

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Ben rummaged through his closet and pulled out an old shoe box. Inside was a few Sumo Slammers trading cards, trinkets from summers past and underneath it all, was the watch.

'_Why would grandpa say he had it?'_ the emerald eyed boy thought to himself. He took the holoviewer out of his goalie shorts and replayed the message. Looking for anything he'd missed. When Max mentioned Gwen, a metaphorical light bulb went off in Ben's head.

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Fifteen year old Gwen Tennyson bowed to her opponent, smiling towards the blonde who she knew she'd easily defeat. When the referee motioned for the two to begin, it took less than ten seconds for Gwen to pin the boy beneath her. The crowd cheered and clapped wildly at her victory, however one person stood out. Her smile stretched as she stood and ran towards her twin cousin.

"Ben!" she gleamed, hugging the boy. "How've you been?"

"That's kinda what I came to see you about..." he started, showing her the watch buried in his green leather jacket's pocket. The two waited until most of the public had left the gymnasium before they began talking. Over the next half hour, he informed his cousin of everything that's happened after his soccer game. From finding the DNAlien, the message grandpa Max had hid inside the Rust Bucket and still having the watch even though Max said he had it.

"I think grandpa is tellin' me to put the watch back on."

"He always told you it was your choice."

"I used to love wearing the Omnitrix." Ben stared at said device with nostalgia. "It made me feel...special. It was hero time all the time, and I sorta miss those days."

"It wasn't the watch that made you special, Ben. It was you. You've always loved to help people, and the watch just gave you a way to do so."

Ben smiled warmly at the redhead, finding her endearing words helpful. He was about to reply, but was cut off by the gym doors opening, revealing a cloaked figure.

"The Omnitrix ain't yours!" it shouted. "Give it to me!"

"Yeah...uh, so not happening." Ben taunted, running down the bleachers with Gwen hot on his heels. The two cousins headed for the nearest door, but stopped short. The locks had been melted by a blaster the stranger held.

"You're ordered by the Plumbers to hand over the omnitrix." he spoke smoothly, lowering his weapon. "We're an intergalactic police force. You're in way over your head, kid."

"I know what they are." Ben scoffed. "My grandpa Max was a Plumber."

The man began to raise his gun, but Gwen apprehended him with her manna.

"You're getting good at that." Ben complimented.

"Thanks." she smiled, her expression turning serious again as the strange man began to struggle.

"Just who are you?" Ben questioned.

"My name is Magister Labrid." the figure spoke, pulling off a mask that projected his figure. Once it was discarded, a fish like alien in a Plumber's suit remained. "Did you say you Max Tennyson was your grandfather? Both of you?" The cousins nodded. "Then you must be the legendary Ben Tennyson."

"Guess so." the brunette shrugged.

"My apologies. Max was my partner. We were on a mission together when he suddenly went missing. And then I saw you break into the rust bucket. I just thought you were some kid screwing around with alien tech."

"Where was the last place grandpa was at?"

"He was supposed to be investigating some illegal tech deals down by the docks."

"I guess that's a good first place to look." Gwen mused.

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"This is the place and time." Magister Labrid whispered to the Tennyson cousins. The three of them were hidden by crates just short of the shipping docks.

"You know who's behind all this?" Ben questioned.

"No clue. But I have a feeling we're about to find out."

The roar of two semi trucks grew louder until they came into the trio's line of vision. Then, a third car rolled in beside them. It was a 1998 green Dodge Challenger with black pinstripes along the hood. The owner of said car stepped out, looking intently at the two trucks.

"That's Kevin!" Gwen all but yelled.

"Who?" Labrid asked in confusion.

"Kevin Levin. I fought him all the time when we were kids. He ended up trapped in the null void. Sort of like an inter-dimensional jail."

A second figure emerged from the sports car. This one was a female. She had caramel skin, shoulder length raven hair and piercing golden eyes. Her attire suggested she had some street cred. Jeans that were torn at the left knee, black converse, a black and red halter top that was styled like a corset and many black and red bracelets decorated her wrists. She watched carefully as Kevin was given a suitcase by one of the men in the truck. He opened it to reveal several thousands of dollars in cash.

"Money's here." he smiled towards the girl, who motioned for the truck full of other men to come forward. They wheeled out a cart of cases from the back of a truck. The girl opened one and took out a blaster. One that was more elite than the one Magister Labrid carried.

"As requested, four dozen factory new laser lances." she spoke. "Nuclear energy core, antenna focus emitter. Good for thirty five minutes of continuous rounds at point thirty one terrawats." As to prove her point, she aimed it at a steel gurney and shot. Turning it to a pile of molten steel.

"Is that good?" Kevin asked, smirking to himself.

"Those lances are level five technology!" Labrid practically screamed. "Earth is a level two planet. That sort of tech is illegal here!" Before either Tennyson cousin could stop him, he'd leaped out of his hiding place and drew his weapon. "You're all under arrest by authority of the Plumbers." he announced, drawing a green and black badge. The men holding the laser lances peeled off a mask, revealing them to be the same creature Ben had encountered earlier. Gwen ran to Labrid's aid while Ben tried his luck with the watch. But to his disappointment, the device did nothing.

"Aww, come on!" he shouted. "This is a really bad time for a reboot!"

"What are you doing, Ben!" Gwen called, having thrown up a barrier between herself and the aliens.

"It's not me, it's this stupid watch!"

"Hey, Tennyson. Miss me?" Kevin snarled as he approached the emerald eyed boy.

"How'd you get outta the Null Void?"

"You have your secrets, I have mine. But right now, I think I owe you a little repayment for imprisoning me!" he knelt down and placed his hands over some steel bars. His body instantly taking on the characteristics of the metal. He stood, now with a full body armor and swung a heavy fist in Ben's direction.

"Who are you?" the raven haired girl asked coldly, her hands sparking with electricity.

"I could ask you the same thing." Gwen countered. "You Kevin's girlfriend or something?"

"Ha, not even close." the girl laughed. "I wouldn't dream of dating that idiot."

"Then why are you with him?"

"I'm his partner in crime. He's the Bonnie to my Clyde, if you will."

"So you're a criminal."

"I suppose you could say that. But I'm in this just for me, Princess. I'm not into charity cases."

Gwen's eyes flickered over to her cousin, who was trying to dodge Kevin's attacks. The watch was still a dormant shade of gray instead of electric green as it had been years prior. Just as he'd managed to hide for a moment, the Omnitrix began to beep incessant. It became extremely loud until it glowed bright green and transformed into what looked like a sport's watch. After the apparent reboot, the dial popped up, showing a hologram of an alien. Kevin apparently heard the commotion and found Ben and resumed his attacks. Ben ran as fast as his feet could carry him and hit the watch, hoping for a miracle.


	2. Alliance

**Maiden- I'd like to say a special thanks to TheFifthCharmedOne for your awesome review! It literally made my day! And thanks to everyone for all the favs and story alerts. Now, on with the story!**

Bad Meets Evil

Chapter 2- Alliance

A bright green light engulfed Ben the second he'd slammed his hand down on the watch. A moment later, a tall plant like creature stood in his place.

"Swampfire!" Ben shouted, his voice now deeper and more nasal. "What's that smell?" he asked to himself, sniffing the air around him. "Is that me?...Eww!"

"Ey Tennyson!" Kevin yelled, charging straight for him. Kevin succeeded in landing a blow to Swampfire's torso, but his hand went straight through him. When the raven haired boy tried to retract his arm, he found that Ben's body had wrapped tightly around it.

"Lemme go, you freak!" the Osmosian grunted.

"Gladly." Ben smirked, holding his hands out, palms exploding with fire. The blast sent Kevin spiraling backwards, but recovered quickly. A quick look around and Kevin ran for a large steel storing container. His strength was incredible, even without his powers, lifting the object with little problem. However, what he didn't expect was for Ben to aim for the container. It threw Kevin off balance and straight into some wooden shipping crates. Kevin groaned before completely blacking out, the metal armor slipping from his body.

"Just step aside." Gwen told the golden eyed girl that stood between her and her cousin. "I don't wanna hurt you." her hands glowing magenta to show that she was, indeed a threat.

"Like you could." the girl scoffed. "I'm not some weak, helpless, little girl, ya know." to prove her point, the girl glowed a faint yellow before transforming into a bird like creature, complete with dark, starry looking wings. Her hands and feet were now talons, ending in claws that were harder and sharper than diamonds. Her shoulder length obsidian hair was now long and feathery.

"What _are_ you!"

"My race is called Wakha Kaiya. But in English terms, I'm a Thunderbird."

"So you're a mythological creature?"

"I suppose, but I'm far from mythological." the girl rose to the air, aiming a bolt of electricity straight for Gwen. But the redhead quickly threw up a shield, but it was easily broken. The Thunderbird dove in for a frontal assault, and Gwen knew she couldn't let herself come in contact with those talons unless she wanted to be sliced up eight different ways. She'd barely moved outta the way as the girl's talons sliced through her blue sweater. Before the Thunderbird could retaliate for another attack, she suddenly stopped mid-strike, body convulsing as if she'd been electrocuted. As she fell to the ground, Gwen saw Magister Labrid standing behind her, holding a projectile gun.

"What did you do?" Gwen asked, staring intently at the girl's unmoving human body.

"A shock absorber." the alien responded. "This little dart absorbs excess electricity. Which is what Thunderbird's use to draw power from."

Gwen understood completely once she saw the small dart pertruthing from the girl's neck. Any lower and it would've hit a vital spot. Plumbers were law enforcement, not killers. They never brought down a fugitive unless it was absolutely necessary.

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When Kevin came to, the first thing he noticed was his hands were bound and he was sitting on his knees. A pair of bright blue, glowing, energy cuffs rested on both his wrists. The second thing was his female friend was found beside him, wearing a similar pair of cuffs.

"What did you do?" Kevin asked venomously to the trio standing above him, his gaze never leaving his fallen comrade.

"Those cuffs you're wearing negate your powers." Magister explained. "I used a shock absorbing dart on your little friend. She's fine, but may feel a little weak after she wakes up."

"What do you want from us?"

"Better question is, what did those men want with those guns you were trying to sell them?" Ben asked, his arms crossed over his chest in what he guessed was a threatening manner.

"The hell if I know." Kevin spat. "It's not my business what they do with them."

"But you were brokering the deal." Gwen added.

"Yeah. So? I broker a lot of deals, doesn't mean I get into my client's personal business."

"Okay, mind helping us track down your 'clients' from tonight?"

"No problem. Those jackasses made off before I got paid. I'd be more than happy to help."

"What about her?" Ben asked, referring to the still unconscious girl.

"She's my partner. If I go, she goes too."

"Is she your girlfriend or something?"

"Or something. She's more like a sister, dude."

"Good." Ben smirked. "Cause she can do way better than you." Kevin snarled in response, his black stare never leaving Ben's.

"He's right." the girl rasped, struggling to sit up. "Your ass is far from the 'romantic type'."

"Shut up, Veridian." Kevin growled.

"Veridian?" the Tennyson cousins asked.

"That's my name, dip-thongs." the girl deadpanned.

"I think it's pretty." Gwen piped.

"I think it's a little to confusing." Ben stated, scratching the back of his brunette hair in confusion."Can I call you Vera instead?"

"Whatever, punk...so, you know who we are, now who are you?"

"I'm Ben Tennyson." the brunette smiled slightly. "And this is my cousin Gwen Tennyson and Plumber Magister Labrid."

"Never heard of any of ya." Vera glared.

"Benji and I go way back." Kevin chuckled darkly. "Threw me into the Null Void when I was a kid."

"Like you didn't deserve it!" Ben snapped. "You tried to kill me on a weekly basis!"

"Cause I got tired of you always being the hero! You were the only thing I couldn't destroy with my bare hands!"

"Aww, was scrawny little Benny boy too much for you, Kev?" Vera laughed, nudging the Osmosian with her left shoulder.

"I'd like to see you take him on."

"Gladly." Vera smiled menacingly towards the hero.

"Hey, we're not looking for a fight!" Gwen interrupted, standing between Veridian and her cousin. "All we want is to track down those guys who you sold those laser lances to!"

"Gonna be kinda hard, considering we have no idea where they came from or where they went to."

"Leave that to me." the redhead smiled with a wink.

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Gwen hovered a few feet above the ground, in a lotus position. The bright headlights of Kevin's car shone brightly behind her. And encased in her magenta manna, was one of the leftover lances from the deal. Magister Labrid, Ben, Vera and Kevin waited patiently for the anodite to track the bandits. The lance spun a few times before settling in one position, pointing west.

"This way!" Gwen shouted to Kevin, who sat in the driver's seat. The redhead floated along with the lance. "Follow me!" she yelled again, when the lance began to waver off road.

"I'd follow you anywhere." Kevin muttered under his breath. He was certain Labrid and Ben couldn't hear him, but he forgot that almost nothing got past Vera.

"What was that, muscles?" she asked sweetly, grinning like a Cheshire cat. "Did I just hear you admit some sort of feelings for Red?"

"No. Of course not." Kevin spat with a blush. "You're hearing things, woman."

"Sure." Vera leaned back in her seat, still grinning like a mad woman. "Hey, Benji! Kev here might be your in law one day!"

"Huh? You mean him and Gwen?" Green eyes then sparkled with amusement. "Ha! That's a good one! Gwen would never go for a guy like Kevin 11."

"Levin, stupid. I'm not 11 anymore. That guy is long gone."


	3. I Promise

**Maiden- Thanks soo much for the reviews! I've been told that certain readers enjoy this version more than the actual canon episodes, and that's the best compliment a writer can get! Anyway, read and review ladies and germs.**

Bad Meets Evil

Chapter 3- I Promise

"Are you sure we're in the right place, red?" Vera asked, her hands on her hips, staring suspiciously at the building Gwen had led them to. It looked more like a medieval castle than a hideout.

"Yeah." Gwen responded, holding the laser lance in her magenta glowing hands. "They're in their. For sure."

"Then let's go pound 'em." Kevin grinned, running for the draw bridge. But before he could take a running start, he was held back by Gwen's manna.

"Allow me." she smiled cutely, using another beam of manna to bring the bridge down to their level.

"Show off." Kevin muttered, pushing past her. The first thing the five noticed once inside was the large collection of ancient relics displayed in cases all around the room. Kevin made himself right at home, taking jewels and gold trinkets, and stuffing them in his pocket.

"Maybe you should've brought a shopping cart." Ben drawled, seeing the ruffian helping himself.

"Uh, guys! We have bigger problems!" Gwen shouted, pointing to the shadows where two pairs of huge red eyes stared them down. The creature came forward and into the light, showing it to be a large dragon. Ben's hand went to the watch instantly. Out of the green light came a blue and black creature. It looked sort of like a skeleton, but without the bones. It's wings were spread, much like a dragon fly's.

"Big Chill!' he shouted in a deep and chilling voice.

"Relax, overkill." Vera deadpanned. She too, transformed, and rose up to face the dragon. She conjured up an electrical sphere and pushed it straight into the creature's chest. Instead of screaming in pain, like the four on the ground expected, the creature seemed to short circuit and fall to the floor, unmoving.

"How did you know?" Labrid asked once Vera was back on the ground.

"I've been dealing with tech long enough to know when I'm looking at a machine. This piece of shit is ugly as hell too. Prehistoric."

"V's almost as good as me with the mechanical stuff." Kevin laughed, feeling an odd sense of pride for the raven haired girl. They'd met two years ago in New York, Kevin was still a wayward kid and Vera was just as misunderstood. After they'd tried to kill each other several times, the two eventually struck up a friendship. Leading more into a sibling bond. They even favored a little bit. If it weren't for Veridian's caramel skin and golden eyes, she would look just like Kevin's little sister.

Vera gracefully landed on her talon-ed feet, her slightly pointed ears twitching as they picked up a faint sound.

"Hear something?" Kevin asked.

"Yeah, faintly. Sounds like the whirring of an engine..." she trailed off, breathing in only to sneeze seconds later. "Or something that uses gunpowder."

"Which way?" Ben asked, still as Big Chill.

"Down this hall and to the left."

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Vera led the team to a chamber filled with tech and DNAliens. Scattered throughout the room, monitoring the alien's work, were several armor clad knights wielding some of Kevin's stolen tech.

"Play time's over." Vera smirked, hovering feet above the ground with electricity sparkling from her eyes and hands. Big Chill hovered next to her while Labrid, Gwen and Kevin stood ready for a fight on the ground.

"Intruders!" one of the knights shouted, alerting the entire castle. He, along with the other knights and DNAliens raised their weapons and began to fire. Big Chill turned intangible and flew through a few aliens, freezing them in place. Vera was having fun using the knights as target practice and Kevin had absorbed the stone from the wall and was currently enacting his revenge. Unseen to him, a knight stood with a lance ready to fire from behind him. Labrid saw this and took the knight out with his own lance. Kevin realized this and stood to thank the fish-like man.

"I owe ya one, man." Kevin smiled gruffly.

"You can repay your debt in battle." Labrid responded, but was hit by another Knight's blast. Kevin charged forward, slamming the man into the opposing wall. The others had finished their battles as well, just now realizing Labrid was in trouble. His Plumber suit was torn at his left side, which was leaking a clear liquid.

"Your suit!" Gwen gasped, realizing her friend was hurt.

"Is that water?" Ben asked, transforming back to his original self.

"No..." Labrid gasped, clearly dying.

"It's a substance that his species needs to survive. Sort of like how we need oxygen to live." Vera informed, solemn faced.

"Ben, you need to find out where all these smuggled weapons are coming from...if you do...you may find your grandfather."

"But I don't know how without grandpa!" the brunette objected.

"You don't give yourself enough credit, Ben...Max wouldn't have entrusted the Omnitrix to you if he didn't think you weren't extraordinary. And you have the help of your friends...I know you can do this..." Labrid let out his last breath and collapsed. His body slowly starting to dehydrate and whither away. Gwen was quite taken back by the tragedy, opting to bury her face into Kevin's black shirt. The Osmosian was shocked, but didn't pull away. He held her loosely, eying Ben to make sure he wasn't gonna kill him for holding his cousin. The brunette's eyes were locked on Labrid's suit.

"I know this is weird and short noticed, but...will you guys help us?" he asked, his eyes finally flickering over to the two raven haired teens.

"I made a promise." Kevin replied, kneeling down to grasp the plumber's badge on Labrid's suit. "I never go back on my word."

"What about you, Vera?" Gwen asked.

"Sure." the Thunderbird replied nonchalantly. "It's not like I have anything better to do anyway."


End file.
